Filing Details
- Accession Number:
- 0000950142-17-001811
- Form Type:
- 13G Filing
- Publication Date:
- 2017-10-05 16:02:40
- Filed By:
- Aisling Capital Iv, Lp
- Company:
- Oncternal Therapeutics Inc. (NASDAQ:ONCT)
- Filing Date:
- 2017-10-05
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Aisling Capital IV | 1,356,697 | 0 | 1,356,697 | 0 | 1,356,697 | 6.2% |
| Aisling Capital Partners IV | 1,356,697 | 0 | 1,356,697 | 0 | 1,356,697 | 6.2% |
| Aisling Capital Partners IV | 1,356,697 | 0 | 1,356,697 | 0 | 1,356,697 | 6.2% |
| Steve Elms | 0 | 1,356,697 | 0 | 1,356,697 | 1,356,697 | 6.2% |
| Andrew Schiff | 0 | 1,356,697 | 0 | 1,356,697 | 1,356,697 | 6.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
| GTx, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 40052B 20 7 |
| (CUSIP Number) |
| September 29, 2017 |
| (Date of Event which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed. | |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital IV, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,356,697 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 1,356,697 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,697 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% | |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital Partners IV, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,356,697 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 1,356,697 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,697 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% | |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital Partners IV LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,356,697 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 1,356,697 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,697 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% | |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steve Elms | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 1,356,697 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 1,356,697 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,697 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% | |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Schiff | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 1,356,697 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 1,356,697 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,697 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% | |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 7 of 12 |
| ITEM 1. | (a) | Name of Issuer: | |
| GTx, Inc. (the “Issuer”) | |||
| (b) | Address of Issuer’s Principal Executive Offices: | ||
| 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 | |||
| ITEM 2. | (a) | Name of Person Filing: | |
| This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”): | |||
| (i) | Aisling Capital IV, LP, a Delaware limited partnership (“Aisling”); | ||
| (ii) | Aisling Capital Partners IV, LP, a Delaware limited partnership (“Aisling Partners”), a general partner of Aisling; | ||
| (iii) | Aisling Capital Partners IV LLC, a Delaware limited liability company (“Aisling Partners GP”), a general partner of Aisling Partners; | ||
| (iv) | Mr. Steve Elms, a managing member of Aisling Partners GP; | ||
| (v) | Mr. Andrew Schiff, a managing member of Aisling Partners GP. | ||
| (b) | Address of Principal Business Office, or if None, Residence: | ||
| The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106. | |||
| (c) | Citizenship: | ||
| (i) Aisling - a Delaware limited partnership | |||
| (ii) Aisling Partners - a Delaware limited partnership | |||
| (iii) Aisling Partners GP - a Delaware limited liability company | |||
| (iv) Mr. Elms - United States | |||
| (v) Mr. Schiff - United States | |||
| (d) | Title of Class of Securities: | ||
| Common Stock, par value $0.001 per share (the “Common Stock”). | |||
| (e) | CUSIP Number: | ||
| 40052B 20 7 | |||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | ||
| (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | ||
| (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | ||
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | ||
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | ||
| (e) | [__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | ||
| (f) | [__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | [__] A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | ||
| (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | ||
| (j) | [__] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | [__] Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 9 of 12 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not Applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not Applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not Applicable. | |
| ITEM 10. | CERTIFICATIONS. |
| By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 10 of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 5, 2017
| AISLING CAPITAL IV, LP | |||
| By: Aisling Capital Partners IV, LP, As its General Partner | |||
| By: Aisling Capital Partners IV LLC, As its General Partner | |||
| By: | /s/ Andrew Schiff | ||
| Name: Andrew Schiff Title: Managing Member | |||
| AISLING CAPITAL PARTNERS IV, LP | |||
| By: Aisling Capital Partners IV LLC, As its General Partner | |||
| By: | /s/ Andrew Schiff | ||
| Name: Andrew Schiff Title: Managing Member | |||
| AISLING CAPITAL PARTNERS IV LLC | |||
| By: | /s/ Andrew Schiff | ||
| Name: Andrew Schiff Title: Managing Member | |||
| STEVE ELMS | |||
| By: | /s/ Steve Elms | ||
| ANDREW SCHIFF | |||
| By: | /s/ Andrew Schiff | ||
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 11 of 12 |
EXHIBIT INDEX
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 40052B 20 7 | SCHEDULE 13G | Page 12 of 12 |
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
Date: October 5, 2017
| AISLING CAPITAL IV, LP | |||
| By: Aisling Capital Partners IV, LP, As its General Partner | |||
| By: Aisling Capital Partners IV LLC, As its General Partner | |||
| By: | /s/ Andrew Schiff | ||
| Name: Andrew Schiff Title: Managing Member | |||
| AISLING CAPITAL PARTNERS IV, LP | |||
| By: Aisling Capital Partners IV LLC, As its General Partner | |||
| By: | /s/ Andrew Schiff | ||
| Name: Andrew Schiff Title: Managing Member | |||
| AISLING CAPITAL PARTNERS IV LLC | |||
| By: | /s/ Andrew Schiff | ||
| Name: Andrew Schiff Title: Managing Member | |||
| STEVE ELMS | |||
| By: | /s/ Steve Elms | ||
| ANDREW SCHIFF | |||
| By: | /s/ Andrew Schiff | ||